BRANDYWINE VALLEY SCENIC BYWAY COMMISSION

BYLAWS (Adopted August 24,2006)

ARTICLE I. NAME OF ORGANIZATION

The name of this organization shall be Brandywine Valley Scenic Byway Commission (BVSBC). The address for the Brandywine Valley Scenic Byway Commission will be 801 Burrows Run Road, Chadds Ford PA, 19317.

ARTICLE II. AUTHORIZATION

The municipalities of the Townships of Birmingham, Chadds Ford, East Bradford, East Marlborough, Kennett, Pennsbury, and Pocopson authorize the creation of the Brandywine Valley Scenic Byway Commission through their legislative power to enact resolutions.

ARTICLE III. PURPOSE

The purpose of this organization is to have the responsibility and authority to study, advocate for, seek funding for, and implement approved plans for the improvement and protection of the Byway and to make recommendations, disburse information on planning, educate its members on changes and problems pertain­ing to the development of this Region in accordance with the purposes and limitations as set forth in Act 247, Article XI, entitled "Joint Municipal Plan­ning Commission." In performing their work, the BVSBC will strive to carry out the Brandywine Valley Scenic Byway Mission: To preserve and enhance this legacy landscape, open space, and historic resources, in a manner that is sensitive to the needs of the residents, property owners and visitors in and around the Byway.

ARTICLE IV. FUNCTION

The function and duty of the Brandywine Valley Scenic Byway Commission is to prepare and main­tain the Corridor Management Plan and surveys, studies, and recommendations related thereto for the guidance of the continuing development of the region encompassed by the participating or member municipalities and shall have all obligations and powers authorized under Act 247, Article XI, entitled "Joint Municipal Planning Commission."

ARTICLE V. MEMBERSHIP

There shall be two voting representatives of the Brandywine Valley Scenic Byway Commission appoint­ed by each participating municipality. Preferably these appointed representatives shall be an elected official and one planning commission member from the local muni­cipality. Other representatives appointed by the participating municipality are acceptable. Each representative shall have one vote. The governing body of the member municipality may remove a representative from that municipality for malfeasance, misfeasance, or nonfeasance in the performance of the member's duty or for any other just cause.

ARTICLE VI. OFFICERS

The executive officers shall be chosen by the Commission and be a Chairperson, Vice Chairperson, Secretary, and Treasurer, and such other officers and assistant officers as the needs may require.

Section 1. The Chairperson shall be the chief executive officer; shall preside at all meetings-of the members; shall have general and active management of the affairs of the Commission; shall be EX-OFFICIO a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of the Chairperson.

Section 2. The Vice Chairperson shall act in all cases for and as the Chairperson in the latter’s absence or incapacity, and shall perform such other duties as may be required to do from time to time.

Section 3. The Secretary shall act as clerk and record all the votes of the Commission and the minutes of all its transactions in a book to be kept for that purpose and shall perform like duties for committees, when required.

Section 4. The Treasurer shall have custody of the Commission funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Commission and collect the membership fee as determined by the Commission. The Treasurer shall disburse the funds of the Commission as may be ordered by the Commission, taking proper vouchers for such disbursements, and shall render at the regular meetings of the Commission an account of all transactions as Treasurer.

All funds shall be expended in conformity with the bidding and contract requirements applicable to the member municipalities.

An auditing committee shall be appointed by the Chairperson and approved by the Commission to prepare an annual audit. A copy of the audit shall be furnished to the Commission and each municipal member.

ARTICLE VII. ELECTION OF OFFICERS

Section 1. The executive officers noted in Article VI shall be elected annually at the first meeting of each calendar year (usually in January), and shall serve until their successors are elected the following year. In the event that a vacancy occurs before the one year term expires, such vacancy will be filled at the next regular meeting.

Section 2. Nominations for the executive officers will be made from the floor and their election will follow immediately. The candidate receiving the majority vote of those present shall be declared elected.

Section 3. A member may not hold more than one office at a time.

Section 4. Nominees for chairperson and vice chairperson must be from different municipalities and may not be succeeded in their respective positions by themselves or by other members from the same municipality until at least one member from all the remaining townships has had an opportunity to so serve.

Section 5. The succession and township-affiliation rules of Section 4 do not apply to the offices of secretary or treasurer.

Section 6. Immediately upon the adoption of these bylaws, the members of the Commission will hold an interim election to seat a full slate of officers to serve until the regular election to be held at the first meeting in 2007. This interim election will be held in accordance with Sections 2 and 3 above. Sections 4 and 5 need not apply to this interim election. Section 6. will be automatically and permanently rescinded upon the regular election of officers at the first meeting in 2007, and Sections 1 through 5 will constitute Article VII in its entirety.

ARTICLE VIII. COMMITTEES

The Commission, by majority vote, may establish (and terminate) both standing and ad hoc committees to perform functions consistent with the objectives of the Commission. The Chairperson and members of such committees shall be appointed by the Chairperson of the Commission with the approval of a majority of the representatives voting.

ARTICLE IX. MEETINGS

Section 1. Meetings will be held on the fourth Thursday of each month at 7:30 pm, In the event of a conflict with holidays, workload, or other events, a majority present at any meeting may change the date and/or time of subsequent meetings.

Section 2. A quorum shall consist of one representative from five of the seven municipalities. Transaction of business shall take place only if a quorum of members is present at the meeting and such business as is transacted shall be passed by no less than a majority of the said quorum.

Section 3. A special meetings may be called by the Chairperson. It shall be the duty of the Chairperson to call a special meeting when requested to do so by a majority of the members of the Commission. The Secretary shall notify all representatives of the Commission not less than five calendar days in advance of such special meeting.

ARTICLE X. ORDER OF BUSINESS.

The order of business at regular meetings shall be:

a. Call to Order

Recording of attendance

b. Review and Approval of Previous Minutes

c. Treasurer's Report

d. Announcements

e. Old Business

Committee Reports

f. New Business

g. Adjourn

At the option of the Chairperson special reports and presentations may replace old and/or new business. These special occurrences shall usually be conducted by invited guests and require a large block of time.

ARTICLE XI. EMPLOYEES

Within the limits imposed by the funds available for its use, the Commission may employ such staff personnel and/or consultants as it sees fit to aid in its work. Appointments for employment shall be made by a majority vote of the representatives present at a regularly scheduled meeting.

ARTICLE XII. HEARINGS

In addition to those required by law, the Commission may hold public hearings when it decides that such hearings will be in the public interest.

ARTICLE XIII. AMENDING THE STATE BYWAY DESIGNATION

Section 1. A member municipality may wish to add or remove road sections which comprise the Byway within their boundary. Upon support of the Commission and with application to and approval by the Pennsylvania Byway Coordinator, the designated Byway will be updated.

Section 2. Non-member municipalities desiring to be come part of the designated Byway shall present their proposal to the Commission for review and approval. Upon two-thirds vote of the entire voting representatives, the non-member municipality may apply to the Pennsylvania Byway Coordinator for designation as part of the Byway.

Section 3. The Brandywine Valley Scenic Byway Commission may, upon two-thirds vote of the entire voting representatives, invite non-member municipalities to adopt resolutions recognizing the Commission and its bylaws and to appoint representatives to serve on the Commission pursuant to the terms of ARTICLE V, hereof: such appointees shall in all respects be bona fide voting representatives of the Commission, provided the foregoing conditions are met.

ARTICLE XIV. AMENDMENTS

These bylaws may be amended by a two thirds vote of the entire representatives of the Commission, provided notice of the proposed amendment(s) is sent to all representatives at least ten calendar days before the meeting at which time it will be considered.

 

ADOPTED on _____August 24, 2006_________________

 

ATTESTED: ___________________________________

Chairman

 

___________________________________

Secretary

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